Kathryn Gregory - 14 Jul 2023 Form 4 Insider Report for ALPHA HEALTHCARE ACQUISITION CORP III (XAGE)

Role: Director
Signature: /s/ Randolph W. Hubbell, Attorney-in-Fact
Issuer symbol: XAGE
Transactions as of: 14 Jul 2023
Net transactions value: $0
Form type: 4
Filing time: 18 Jul 2023, 20:41:04 UTC
Next filing: 08 Dec 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CTCX	Stock Option (right to buy)	Award		+9,161			9,161	14 Jul 2023	Common Stock	9,161	$2.27	Direct	F1, F4
transaction	CTCX	Stock Option (right to buy)	Award		+6,154			6,154	14 Jul 2023	Common Stock	6,154	$2.27	Direct	F2, F4
transaction	CTCX	Stock Option (right to buy)	Award		+61,563			61,563	14 Jul 2023	Common Stock	61,563	$2.11	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Options to purchase 9,161 shares of common stock of Legacy Carmell (as defined below) granted on July 17, 2020, which vest as follows: 25% vested on July 17, 2021, July 17, 2022 and July 17, 2023 and the remaining 25% becomes vested in 12 equal monthly installments thereafter, subject to continued service through each vesting date.
F2	Options to purchase 6,154 shares of common stock of Legacy Carmell granted on February 10, 2021, which vest as follows: 25% vested on February 10, 2022 and February 10, 2023 and the remaining 50% becomes vested in 24 equal monthly installments thereafter, subject to continued service through each vesting date.
F3	Options to purchase 61,563 shares of common stock of Legacy Carmell granted on September 23, 2021, which vest as follows: 25% vested on September 23, 2023 and the remaining 75% becomes vested in 36 equal monthly installments thereafter, subject to continued service through each vesting date.
F4	On July 14, 2023, Alpha Healthcare Acquisition Corp. III ("ALPA") consummated a business combination (the "Business Combination") by and among ALPA, Candy Merger Sub, Inc., a Delaware Corporation ("Merger Sub") and Carmell Regen Med Corporation, a Delaware corporation ("Legacy Carmell"), ALPA changed its name to "Carmell Therapeutics Corporation" and Merger Sub merged with and into Legacy Carmell. As part of the Business Combination, each Legacy Carmell stock option was exchanged for a stock option to acquire 0.06154 shares of common stock of Carmell Therapeutics Corporation.